ClearSign Technologies Corp

DEF 14A 1 clir-20260226xdef14a.htm DEF 14A

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

8023 E. 63rd** Place, Suite 101**

Tulsa, Oklahoma 74133

Dear Stockholder:

You are invited to attend a special meeting of stockholders (the “Special Meeting”) of ClearSign Technologies Corporation (the “Company,” “we,” “us” or “our”) to be held on February 26, 2026, at 11:00 a.m. Central Daylight Standard Time. The Special Meeting will be completely virtual conducted live via the Internet. You will be able to attend the Special Meeting online and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/CLIR2026SM.

At the Special Meeting, you will be asked to vote on: (1) an amendment to our certificate of incorporation (as amended from time to time, the “certificate of incorporation”), in the form attached to the proxy statement as Annex A, to, at the discretion of our board of directors, effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.0001 per share (the “common stock”), at any time prior to the one-year anniversary date of the approval by the stockholders of such proposal, at a ratio ranging from one-for-two (1:2) to one-for-ten (1:10), with the exact ratio to be set within that range at the discretion of the board of directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal” or “Proposal 1”); and (2) the proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal or if we do not have a quorum at the Special Meeting (the “Adjournment Proposal” or “Proposal 2”).

Our board of directors has fixed the close of business on January 22, 2026, as the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting and any adjournment and postponements thereof (the “Record Date”).

Please use this opportunity to take part in the affairs of the Company by voting on the business to come before this meeting. If you are a record holder of the Company’s common stock on the Record Date, you are eligible to vote with respect to these matters either electronically, at the meeting, or by proxy. It is important that your shares be voted, whether or not you plan to attend the meeting, to ensure the presence of a quorum. We urge you to authorize your proxy in advance by following the instructions printed on it. Returning the proxy does not deprive you of your right to attend the virtual meeting and vote your shares.

Tulsa, Oklahoma

February 2, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FEBRUARY 26, 2026; THIS PROXY STATEMENT IS AVAILABLE ATWWW.PROXYVOTE.COM

8023 E. 63rd** Place Suite 101**

Tulsa, Oklahoma 74133

Notice of Special Meeting of Stockholders

to be held February 26, 2026

To the Stockholders of ClearSign Technologies Corporation:

A special meeting of stockholders (the “Special Meeting”) will be held at 11:00 a.m. Central Daylight Standard Time on February 26, 2026. The Special Meeting will be a virtual meeting of stockholders conducted live via the Internet. You will be able to attend the Special Meeting online and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/CLIR2026SM. During the Special Meeting, stockholders will be asked to vote either directly or by proxy on the following matters discussed herein:

We have elected to provide access to proxy materials by sending you this full set of proxy materials, including a proxy card or voting instruction form. This Notice of Special Meeting of Stockholders (the “Notice”), the accompanying proxy statement and the form of proxy are first being mailed on or about February 2, 2026, to stockholders of record as of the close of business on January 22, 2026 (the “Record Date”). This Notice and accompanying proxy statement are also available atwww.proxyvote.com.

If you are a stockholder of record as of the Record Date, you may vote at the Special Meeting as further described in the accompanying proxy statement. If you are a beneficial owner, you will not receive a Notice directly from us, but your broker, bank or other nominee will forward you a notice with instructions on accessing our proxy materials and directing that organization how to vote your shares, as well as other options that may be available to you for receiving our proxy materials.

The board of directors encourages you to read this document thoroughly and to take this opportunity to vote on the matters to be decided at the Special Meeting. To participate in the Special Meeting, visit www.virtualshareholdermeeting.com/CLIR2026SM and enter the 16-digit control number included on your proxy card or voting instruction form. You may begin to log into the meeting platform beginning at 10:45 a.m. Central Daylight Standard Time on February 26, 2026. A technical support telephone number will be posted on the login page of www.virtualshareholdermeeting.com/CLIR2026SM you can call if you encounter any difficulties accessing the virtual meeting during the meeting.

Dated: February 2, 2026

IMPORTANT NOTICE

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE REQUEST THAT YOU VOTE BY TELEPHONE, OVER THE INTERNET OR BY MARKING, DATING, AND SIGNING THE ENCLOSED PROXY CARD AND RETURNING IT AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE. SIGNING AND RETURNING A PROXY WILL NOT PREVENT YOU FROM VOTING AT THE MEETING.